RF Immunity Ltd. (“Seller”)’s Standard Terms and Conditions of Sale are an integral part of the Seller’s Quotation and/or final Order Confirmation and/or Acknowledgment of Purchaser’s Order. Purchaser shall note these Standard Terms and Conditions on receipt of the Quotation and/or Order Acknowledgement and expressly accepts them by placing the order with Seller.
1. DEFINITIONS
“Seller” shall refer to RF Immunity Ltd. or any entity that owns or is owned or controlled directly or indirectly by RF Immunity Ltd. “Purchaser” shall refer to the entity that receives and accepts Seller’s Quotation, and/or Order Acknowledgement. “Product” and “products” include goods/services sold to Purchaser by Seller.
2. OFFER TO SELL
Seller’s Quotation is an offer to sell its product on the terms and conditions stated herein and is not an acceptance of any offer or the confirmation of an existing agreement. The quoted prices in the Quotation are fixed and valid for the period shown on the front of the Quotation and/or as specifically identified herein. All prices quoted are exclusive of taxes, insurance, freight charges, or other incidental expenses, which are the responsibility of the Purchaser. No reference herein to Purchaser’s purchase order or any other document prepared by, or communication with Purchaser shall constitute Seller’s acceptance of any term or condition therein which varies from these Terms and Conditions.
3. ACCEPTANCE AND CONFLICTING TERMS
Seller’s Standard Terms and Conditions of Sale may not be contradicted by evidence of any prior agreement or of a contemporaneous oral agreement and may only be explained, supplemented, modified, altered, waived, or superseded by a writing signed by both parties. These Standard Terms and Conditions, together with those of Purchaser’s terms are not inconsistent with them and do not: (i) require Seller to take any action besides the supply of its product and finished product test data; (ii) impose restrictions on Seller’s activities in addition to those imposed directly by government statutes, or (iii) add to Seller’s obligations, shall constitute the agreement between Purchaser and Seller (the “Additional Purchase Terms”). Terms imposing any different or additional obligations are expressly rejected. Seller may send written confirmation of the purchase order (the “Order Acknowledgement”) but Seller hereby objects to and rejects any additional terms (other than additional terms that meet the requirements of Additional Purchase Terms) or different terms, including those contained in Purchaser’s purchase order, unless Seller expressly identifies and agrees to such terms in writing in the Order Acknowledgement. These Standard Terms and Conditions together with the Additional Purchase Terms constitute the parties’ agreement (“Agreement”). These Standard Terms and Conditions shall govern any changes made to the requirements of the Agreement. The seller intends that its Quotation be treated as an offer. However, if Purchaser’s purchase order or any other correspondence from Purchaser is deemed to be an offer, Seller’s acceptance of Purchaser’s offer is expressly conditioned on assent to these Standard Terms and Conditions.
4. PAYMENTS
Payment is due as stated on Seller’s Invoice or, if not stated thereon, net 30 days from the date that Products were delivered. Purchaser agrees to pay interest at 18% per annum(1.5% per delayed month) on all invoices not paid in full by the due date. Seller reserves the right to alter Purchaser’s credit limit, if any, at any time, or to require payment for any order before delivery. Purchaser’s failure to make any payments requested by Seller shall give Seller the option to cancel this Agreement or to delay delivery without otherwise affecting Seller’s rights hereunder. Payment shall be made in the currency specified by the Seller. As partial payment of sums due Seller may accept any check or tender of payment without entering into an accord and satisfaction, without waiver, and without prejudice to Seller’s right to full payment of the remainder due or to become due hereunder notwithstanding any terms or conditions endorsed on or stated in any communication related to such check or tender. Seller may apply any payment tendered by Purchaser to any amount owed to Seller by Purchaser whether under this Agreement or otherwise.
All orders under 1000$, excluding blanket order arrangement spreads, will be surcharged with a Money Transfer Commission of 25$.
5. INSPECTION AND ACCEPTANCE OF GOODS
Purchaser must check any Order Acknowledgement and immediately inform Seller in writing of any error or anomaly within three 3 days of receipt of Order Confirmation.
6. DELIVERIES
Seller’s obligation concerning each item and delivery date shall be separate and distinct. Delivery dates are to be treated as estimates only. Seller reserves the right to adjust shipment schedules from time to time with notice to Purchaser. Seller’s failure to make delivery of any item or to meet any delivery date shall not affect either party’s obligation concerning any remaining items or deliveries specified in this Agreement. Purchaser should confirm the suitability of Seller’s standard manufacturing lead times when placing orders. Concerning each delivery obligation contained in this Agreement: (i) Tender of a shipment to any licensed carrier shall constitute delivery to Purchaser; (ii) Seller shall use its commercially reasonable efforts to deliver in accord with the schedule specified in this Agreement. Any delivery not in dispute shall be paid for following that order’s terms to Purchaser, regardless of any dispute as to the other delivered or undelivered goods. The seller is not obligated to package goods for outside storage. Deliveries of up to ten percent (10%) above or below quantities specified in the order shall be accepted by Purchaser and the invoice price will be adjusted accordingly. Unless otherwise specified by Seller, delivery is made at Purchaser’s risk and expense, Ex-works at RF Immunity’s site, Prat 2 St. Yavne, Israel (Shipping point). The delivery is regarded as complete once the Product leaves the Seller’s facility. At the written request of the Purchaser, the Seller will insure the delivery at the Purchaser’s expense. Unless specifically instructed by the Purchaser, the Seller will select an appropriate method of forwarding and routing the Product.
7. INSPECTION OF PRODUCTS, CLAIMS FOR DEFECTS
Purchaser shall inspect the Product it receives within thirty (30) days after delivery or within the period required by applicable law, whichever is shorter. Seller must be notified promptly in writing of any non-conformance. Concerning defects discoverable upon reasonable inspection, all claims are waived if not made within thirty (30) days from the date delivered. In the event of any claim by Purchaser regarding the quality of the Product delivered, such Product must be promptly offered to Seller for examination. Seller shall have no obligation to replace or provide credit for Product claimed to be defective unless Seller receives representative samples of the Product and is provided an opportunity to examine the Product at a place convenient to the Seller. Purchaser’s right to reject Product shall at all times be limited to that portion of the Product defective. No Product may be returned without the Seller’s prior written authorization and return material authorization number. All Products for return must be freight prepaid by the Purchaser. In the event the returned products were examined and determined by the seller as defective, the seller will bear the freight expenses back to the purchaser after replacing the defective ones.
8. TITLE RISK OF LOSS
Unless otherwise agreed by the parties in writing, the risk of loss or damage to the Product shall pass to the Purchaser upon delivery to a common carrier. After the Seller’s delivery of the Products to the common carrier, all charges of freight, handling, and insurance are the responsibility of the Purchaser. Purchaser assumes all risk of loss or damage after delivery of the Products to the carrier; any claims for loss or damage shall be made by Purchaser directly with the carrier. Purchaser shall take title to the Product upon Seller’s receipt of payment for the Product delivered.
9. LIMITED WARRANTY
Seller warrants that at the time of delivery, the Products sold hereunder shall be free from defects in materials and workmanship and shall conform to Seller’s specifications, and, if applicable, acceptance criteria to which Seller has agreed in writing. The purchaser retains sole responsibility for determining whether the Products are fit for the intended use and for suitability of qualification and acceptance criteria. Seller’s Limited Warranty does not cover damage due to natural wear and tear, insufficient maintenance, chemical or electrolytic influences, defective wiring work or installation. Seller’s Limited Warranty is void if Purchaser or third parties carry out modifications or repairs on the Product without the prior written agreement of Seller. Claims for defects must be received by Seller in writing within one (1) year from Seller’s delivery of Product on which the claim is based or such longer period as required by applicable law. Purchaser’s exclusive remedy will be limited to repair, replacement at Seller’s facilities, or refund for Products that Seller verifies as defective. Seller shall determine which remedy shall apply in its sole discretion. The seller will retain all replaced parts. Except for the warranty outlined in this Section 9, unless otherwise required by applicable law, Seller makes no warranty, express or implied, and expressly disclaims any warranty of merchantability or fitness for a particular purpose.
10. LIMITATION OF LIABILITY AND INSURANCE
No claim by the purchaser of any kind for damages shall be greater in amount than the purchase price of the product in respect of which such damages are claimed. Seller shall, to the maximum extent permitted by applicable law, not be liable for any incidental, consequential, or other damages, including, but not limited to, loss of business or profit, based on any alleged design or manufacturing defect, negligence, breach of warranty, strict liability, indemnity, or any other reason or legal theory arising out of the use or handling of the product or its performance hereunder, to the extent that such liability extends seller’s obligations beyond the price paid to seller for the product on which such claim is based. Seller shall not be liable for any direct or consequential damages arising from delivery delay, whether or not arising from seller’s negligence, or transit loss or damage. Seller is not obliged to obtain or maintain any insurance not required by applicable law. For purposes of this section, Seller shall include seller’s affiliates including its parent company Teder Electromechanical Engineering, a limited liability company under Israeli law.
